<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D. C.

                                    FORM 10-K

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



FOR FISCAL YEAR ENDED:  JUNE 30, 2001       COMMISSION FILE NO. 0-4076
                       --------------                           ------


                              EXOTECH INCORPORATED
                              --------------------
               (Exact name of Registrant as Specified in Charter)



STATE OR JURISDICTION OF
 INCORPORATION OR ORGANIZATION:                      DELAWARE

IRS IDENTIFICATION NO:                               54-0700888

ADDRESS OF PRINCIPAL OFFICE:                         8502 DAKOTA DRIVE
                                                     GAITHERSBURG, MD. 20877

REGISTRANT'S TELEPHONE NUMBER:                       (301) 948-3060

                        SECURITIES REGISTERED PURSUANT TO
                       SECTION 12 (b) OF THE EXCHANGE ACT

                                      NONE
                                      ----

                        SECURITIES REGISTERED PURSUANT TO
                            SECTION 12 (g) OF THE ACT

                     COMMON STOCK PAR VALUE $0.10 PER SHARE.

Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
                                    Yes [x]                  No [  ]

At June 30, 2001, 942,387 shares of Common Stock were outstanding, and the
aggregate market value of the Common Stock of Exotech Inc. held by nonaffiliates
was approximately $61,273.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE


<PAGE>


                                     PART I

ITEM 1.        GENERAL DESCRIPTION AND BUSINESS ACTIVITIES

         A. GENERAL - There have been no changes in the organization of the
Company during the past fiscal year. However in the face of significantly
reduced sales of instrumentation products, substantial downsizing of staff and
occupied area of shop space was implemented. The Company was not a party to any
actions of bankruptcy, receivership, or reorganization during the past fiscal
year. No material assets were acquired, no acquisitions or dispositions are
anticipated. The basic nature and conduct of the business is expected to
continue in the current year in its present downsized condition.

         B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS - In the opinion of
Management, the Company has one industry segment: (1) electro-optics and
electronic instrument systems and related services.

         1. ELECTRO-OPTICS PRODUCTS - The Company's principal products are:
(1) a laser bacteria colony counter used in food and drug processing and
laboratory testing environments, (2) a printed circuit board (PCIB) which
interfaces the laser-scanner instrument with many models of the personal
computers and (3) a hand-held four channel-ground truth radiometer used for
earth resource studies in conjunction with the LANDSAT satellite and also
independent studies.

         These products are currently marketed world wide by advertisements in
several industrial directories and the Company's web site. Spiral Biotech, Inc.
was the exclusive representative of products 1 and 2. These products and related
service work accounted for 94 percent of the Company's sales in the fiscal 2000
year and about 90 percent in the prior fiscal year. All products are now sold
directly by the Company. They are built for inventory in lots of 25 or more
units, with a lot of the well established products generally being sold in about
one year. These products have been updated periodically to keep them abreast of
new technological developments to remain viable products of the Company. A
modulation transfer function (MTF) tester, used for quality control in the
manufacture of low light level image intensifier tubes, is not in regular
production but would be manufactured to fill customers' orders. Over the past
twenty years the Company has provided support to the U. S. Army and its
contractors in the form of repair maintenance and calibration services. The
contracts for these services are fixed price. There was a contract for these
services in the past fiscal year and purchase orders for calibration services in
the current fiscal year are expected from government contractors using the MTF
tester systems.

         Some of the component parts for the products discussed above are
fabricated to the Company's specifications and design. Other parts are standard
electronic or optical components available off-the-shelf. The availability of
these components is dependent upon several independent manufacturers and
distributors. Delays due to strikes, material availability or scheduling
problems could adversely affect the Company's assembly and delivery schedules. A
few parts have only one source; however, the suppliers are proven, reliable
businesses. The Company does not rely on foreign sources for raw materials,
other than to the extent U. S. manufacturers acquire their supplies overseas. An
energy crisis or fuel shortage would have no more of an adverse effect on the
Company than on other firms requiring lighting, heat and modest amounts of
electric power for offices and shops.


                                       2
<PAGE>


         There are little or no seasonal variations in the business, other than
for radiometers which tend to attract greater interest during the spring and
fall seasons.

         Working capital is a continuing problem for the Company. There is
currently no working capital financing available through a financial
institution, although producer loans made by Spiral Biotech, Inc. were used to
finance microbiological laboratory instruments' production in prior fiscal
years. The limited availability of working capital results in occasional cash on
delivery orders for materials. All products are guaranteed as to parts and
workmanship for a period of six months to one year. The only warranty work
incurred in the past year was repair of a Model 4000 Autoplate at nominal cost.

         The Laser Scanner and Radiometer products are used principally in the
scientific research and high technology manufacturing communities and therefore
customers tend to be concentrated in these areas of activities.

         Sales in July and August 2001 amounted to $1,875, comprising parts and
services for laser scanners. Backlog in this segment at June 30, 2001 was
$1,715.

         Business performed for the Government is on a fixed-price basis and
therefore not subject to renegotiation; however, the contracts could be
terminated for non-delivery or failure to meet specifications. There are other
manufacturers of the Company's products, most of them larger and with greater
resources available to fund development and production. Competition is very keen
for the available market. The Company strives to improve its existing products
and produce highly reliable state-of-the-art instruments.

         2. GENERAL DESCRIPTION OF BUSINESS - Research and development by the
Company in the past affected five products: (1) bacteria colony counters; (2)
four channel radiometers, (3) data processors for bacteria colony counters (4)
Model 500 Crystallographic Scanner and (5) in collaboration with Spiral Biotech,
Inc., engaged in development of computer controlled, stepper motor actuated
automation for bacteria colony plating. This work resulted in a colony counter
with automated features, and a proof-of-concept and demonstration model of a new
spiral plater instrument. A more advanced design of the new plating instrument
was completed, and demonstration instruments were produced in 1995.

          The Company, early in 1996, began production of Autoplates on an order
from Spiral Biotech, Inc. Follow-on orders for these instruments resulted in
shipments of 282 units prior to June 30, 2000. Spiral Biotech, Inc. advised the
Company that future production of Autoplates will be performed by Advanced
Instruments, Inc., the parent company of Spiral Biotech.

         In the electro-optical instruments business, sales of biotechnology
instruments was 12.5% of the total and parts and services for this equipment
accounted for 65.5% of the year's sales, 19% from radiometer sales, 2.7% from
the MTF, calibration and maintenance, and 0.3% from miscellaneous sales and
repair work.

         For the fiscal year ended June 30, 2001, as has been the case for prior
years, the Company's independent auditors' report has included an explanatory
paragraph, following the opinion paragraph,


                                       3
<PAGE>


describing the existence of a going concern uncertainty. Management has been
advised that the principal cause of the going concern uncertainty is cash
flow shortage which in prior years caused delays in meeting some current
obligations. It is the opinion of Management that progress in resolving cash
flow related problems, although elusive in past years, was markedly improved
in fiscal years 1999 and 2000. Provided that radiometer instrument sales, and
maintenance and repair work continue, Management expects to sustain adequate
cash flow and to enable pursuit of improved business conditions.

         The capital expenditures, earnings and competitive position have not
been affected by compliance with Federal, State or local regulations enacted to
control the discharge of materials into the environment or otherwise relating to
the protection of the environment.

         The Company and its subsidiary employ two persons; one are classified
as professional and one is semi-professional. The Company did not conduct
operations in foreign countries.

ITEM 2.        PROPERTIES

         The Company, and its wholly-owned subsidiary, Exotech Research &
Analysis, Inc. have been in their present facilities at 8502 Dakota Drive,
Gaithersburg, Maryland 20877 since November, 1987. The premises consist of
approximately 4,500 square feet of office space and laboratory facilities.

         In May 1999, the Company entered into a three year lease extension with
McShea Management, Inc. of Gaithersburg, Maryland for the presently occupied
facility.

               Through the efforts of one of the Company's Directors a sub-lease
for about one-half of the leased space was negotiated effective in January 2001,
providing compensation to a level of about 60% of the monthly rent expenses.
This sub-lease continues until the end of the Company's lease.







                                       4
<PAGE>


ITEM 3.        LEGAL PROCEEDINGS

         Neither the company nor its subsidiary are parties to any material
pending legal proceedings nor is any of their property the subject of any
material pending legal proceedings.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during any
quarter of the past fiscal year.








                                       5
<PAGE>


                                     PART II

ITEM 5.        MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY
               HOLDER MATTERS.

         a.  PRICE RANGE OF COMMON STOCK

           The following table shows the Bid and Ask prices for the Common Stock
in the over-the-counter market for the fiscal years and calendar quarters
indicated, as obtained upon request from stockbrokers in the Washington area.
The quotations represent prices in the over-the counter market between dealers
in securities, do not include retail mark-up, mark-down or commission, and do
not necessarily represent actual transactions. (Transaction data was
insufficient to obtain an average for 2000 and 2001.)


                                BID AND ASK PRICES
                                ------------------
<TABLE>
<CAPTION>
                               2001                              2000
                               ----                              ----
<S>                            <C>                               <C>
         FIRST QUARTER         Bid, Nominal / Ask, 1/8           Bid, Nominal / Ask, 1/8
         SECOND QUARTER        Bid, Nominal / Ask, 1/8           Bid, Nominal / Ask, 1/8
         THIRD QUARTER         Bid, Nominal / Ask, 1/8           Bid, Nominal / Ask, 1/8
         FOURTH QUARTER        Bid, Nominal / Ask, 1/8           Bid, Nominal / Ask, 1/8
</TABLE>

         b. APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS.

                TITLE OF CLASS:     Common Stock

<TABLE>
<S>                                                              <C>
                APPROXIMATE NUMBER OF SHAREHOLDERS
                (As of September 10, 2001)                       596
                                                                 ---
</TABLE>

         c. DIVIDENDS.

         No dividends were declared or paid during the most recent or any prior
fiscal year.


                                       6
<PAGE>


ITEM 6.        SELECTED FINANCIAL DATA

Selected Income Statement Data:

<TABLE>
<CAPTION>

                                                             FISCAL  YEAR
                                 ---------------------------------------------------------------------
                                   2001            2000           1999           1998          1997
                                   ----            ----           ----           ----          ----
<S>                             <C>             <C>            <C>            <C>           <C>
Net Sales                        $132,391        $428,696       $821,158       $499,476      $ 443,176

Income (Loss) before Taxes
& Extraordinary Credit            (82,516)          3,609         31,494          9,878       (265,432)

Net Income (Loss)                $(82,516)       $  3,609       $ 31,494       $  9,878      $(265,432)

Per Share:
 Net Income (Loss)                   (.09)            .00            .03            .01           (.28)
</TABLE>

Selected Balance Sheet Data:

<TABLE>
<CAPTION>
                                                             FISCAL  YEAR
                                 ---------------------------------------------------------------------
                                   2001            2000           1999           1998          1997
                                   ----            ----           ----           ----          ----
<S>                             <C>             <C>            <C>            <C>           <C>


Current Assets                  $ 258,175       $ 330,336       $ 428,348      $ 375,031     $ 329,315
Current Liabilities               822,129         812,543         913,889        896,328       856,445

Working Capital                  (563,954)       (482,207)       (485,541)      (521,297)     (527,130)

Total Assets                      263,751         336,681         434,418        385,363       335,602

Stockholders' Equity
and Accumulated
Deficit                         $(558,378)      $(475,862)      $(479,471)     $(510,965)    $(520,843)

</TABLE>


                                       7
<PAGE>


ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULT OF OPERATIONS.

         The Company's revenues of $132,391 were 69% lower than in fiscal year
2000, and 84% lower than in fiscal year 1999. The decline in the past year
related in large part to organizational and personnel disruptions in the
Company's principal customer and marketing agent for biotechnology instruments,
Spiral Biotech, Inc. The increase in 1999 was largely attributable to new
ownership of Spiral Biotech, Inc., resulting in an order for substantially
larger quantity of instruments.

         Sales of instruments, parts, repairs and calibration services in the
past three years are shown in the following table. Instrument sales peaked in
fiscal year 1999 with the increase related to a large order for the automated
plater. In year 2000 the sales of miscellaneous service, parts and repairs
doubled over fiscal year 1999 reflecting a shift in priorities by the management
of the Company's principal customer in this period.

<TABLE>
<CAPTION>

                                                        2001                  2000                  1999
                                                      --------              --------              --------
<S>                                                   <C>                   <C>                   <C>
Biotechnology Instruments                              $16,550              $338,170              $736,467
Radiometer                                              25,091                10,060                40,504
MTF Tester Service                                       3,625                 3,500                 6,100
Miscellaneous Parts and Service                         87,125                76,966                38,087

</TABLE>

         The cost of operations, $147,170, resulted in an operating loss of
$14,779, compared to fiscal year 2000 income of $35,914 and operating income of
$67,032 in fiscal year 1999. The effects of miscellaneous income of $30,604,
interest cost of $34,594 and write-down of $63,747 of inventory, resulted in a
net loss of $82,516, compared to a net profit of $3,609, a net profit of $31,494
in 2000 and 1999, respectively.

         Sales of the Model 100BX radiometer was limited to three instruments
pending following the completion of a new lot of 25 units. Management recognizes
a continuing demand for this instrument which deserves attention. A Web site was
implemented to market this product on the Internet. The radiometer enjoys a
long-standing reputation for value in the remote sensing field and efforts were
renewed to increase sales.

         In the past year, orders for instruments decreased by 95% and services
related to biotechnology products increased by 13% relative to the level of the
prior year. This condition had been anticipated and the Company was advised by
SBI that further manufacturing of Autoplates would be done by SBI's parent
company, Advanced Instruments Inc.. Planning was undertaken collaboratively in
November 1999 by Exotech and Spiral Biotech for the Company to be the provider
of all parts and services for biotechnology products and also to provide
specifically assigned design and development services for next-generation
products. Planning progressed toward full implementation of these objectives,
including the co-location of SBI's Maryland office with Exotech, through early
April 2000 when the Company's Chief Executive Officer and designated principal
designer of instrumentation suffered a heart attack. This event stalled further
implementation for a period of five weeks, and resulted in a revision of SBI
plans. The Company was requested to provide further technology transfer
instructions and services until such time as all Spiral Biotech activities and
related services could be relocated to the facilities of the parent company in
Norwood, Massachusetts. Explorations and negotiations continued with Spiral
Biotech to find mutually


                                       8
<PAGE>


beneficial relationships and activities that would go on through the next fiscal
year.

         Over the prior three fiscal years, as in earlier years, the independent
accountants' report has included an explanatory paragraph, following the opinion
paragraph, describing the existence of a going concern uncertainty. The
accountants advised Management that the principal cause for the going concern
uncertainty is cash flow shortages which have caused delays in meeting current
obligations. In the opinion of Management, the cash flow conditions improved in
fiscal years 2000 and 1999, however no progress toward overcoming the
qualification stated by the accountants occurred in the most recent year.
Continued stringent control of costs and cash outlays has enabled the Company to
sustain timelines in meeting financial obligations with the exception of
interest payments to four note holders, comprised of former Directors, Officer
and the present Chief Executive Officer. Emphasis is now being given to
explorations of other business opportunities, including merger or sale that will
improve the Company's worth to its shareholders.

         As shown in the Statements Of Cash Flows for the three years ended June
30 of 2001, 2000 and 1999, each period ended with a small positive cash balance.
Negative cash flow from operations was experienced in both of the latest fiscal
years. In fiscal year 1999, a net profit of $31,494 was offset by substantial
increases in accounts receivable, accounts payable and other accrued expenses,
and a decrease in inventories. The result of small operating profit in 2000
caused negative cash flow from operating transactions of ($9,750). Offsetting in
these cases were net proceeds from notes of $7,903 in 2001 and $4,151 in 2000.
The Company managed to meet its cash flow obligations in the past year with
receipts from sales and financing activities comprised of deposits, loans, sales
of fully depreciated equipment and furnishings and waiver of compensation by the
Company's Chief Executive Officer.

         It is noted that the Company's property, plant and equipment are nearly
fully depreciated. However, all essential items of these assets are maintained
in good repair and no significant replacements nor additions are anticipated in
the next year or more.

The Company's management continues to be committed to establishing profitable
resolution to its current situation.





                                       9
<PAGE>


Linton, Shafer & Company, P.A.
Certified Public Accountants
932 Hungerford Drive, Suite 13
Rockville, MD  20850
301-340-0084
Principals: Corrine M.Bradac, CPA
Kevin R. Hessler, CPA
Donald C. Linton, CPA, CFP
Joseph M. McCathran, CPA
Michele R. Mills, CPA
Ronald W. Shafer, CPA

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
Exotech, Incorporated and Subsidiary

         We have audited the accompanying consolidated balance sheet of Exotech,
Incorporated and Subsidiary as of June 30, 2001 and 2000 and the consolidated
statement of operations and cash flows for the years ended June 30, 2001, 2000
and 1999. These reports and related schedules are included on pages 11 through
20 of the annual report on Form 10-K of Exotech, Incorporated and Subsidiary.
These financial statements and related schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and related schedules based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Exotech, Incorporated and Subsidiary as of June 30, 2001 and 2000 and the
results of their operations and their cash flows for the years ended June 30,
2001, 2000 and 1999, in conformity with generally accepted accounting
principles.

         The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, there is substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

September 4, 2001

                                         /s/ LINTON, SHAFER & COMPANY, P.A.


                                       10
<PAGE>


                       EXOTECH INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE THREE YEARS ENDED JUNE 30

         Reference is made to Note 1 of the Notes to the Consolidated Financial
Statements for a description of operations of the Company and to Note 2 for a
description of the principal accounting policies followed by the Company.

<TABLE>
<CAPTION>
                                       2001            2000            1999
                                       -----           -----           -----
<S>                                  <C>             <C>             <C>
REVENUES
--------
  Instrument Sales                    $ 41,641        $348,230        $776,971
  Parts, Repairs and Services           90,750          80,466          44,187
                                     ---------       ---------       ---------
TOTAL SALES                           $132,391        $428,696        $821,158

COST OF OPERATIONS
------------------
Direct Cost and Overhead
   Instrument Sales                     34,583         288,044         646,114
   Repairs, Parts and Service           75,367          68,921          24,549
   Inventory Adjustment                     --              --          34.188

General and Administrative
   Instrument Sales                     11,707          25,538          47,243
   Repairs, Parts and Service           25,513          10,279           2,032
                                     ---------       ---------       ---------

TOTAL COST OF OPERATIONS               147,170         392,782         754,126
                                     ---------       ---------       ---------

OPERATING PROFIT (LOSS)                (14,779)         35,914          67,032
-----------------------

OTHER REVENUES (EXPENSES)
-------------------------
Miscellaneous                           30,604             776             741
Interest                               (34,594)        (33,081)        (36,279)
Inventory Write-off                    (63,747)      ---------       ---------
                                      ---------

NET PROFIT (LOSS) BEFORE TAXES         (82,516)          3,609          31,494
------------------------------

INCOME TAXES                                --              --              --
                                     ---------       ---------       ---------

NET PROFIT (LOSS)                    ($ 82,516)      $   3,609       $  31,494
-----------------                    =========       =========       =========

Gain or (Loss) per Common Share           (.09)            .00             .03

Weighted average number of
common shares outstanding              942,387         942,387         942,387

</TABLE>

The accompanying notes are an integral part of these statements.



                                       11
<PAGE>


                       EXOTECH INCORPORATED AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS AS OF JUNE 30

<TABLE>
<CAPTION>
                                                                2001                      2000
                                                               ------                    ------
<S>                                                           <C>                      <C>
CURRENT ASSETS

Cash                                                          $  1,329                  $  1,921

Accounts Receivable
(Note 2) Billed                                                 13,615                    12,633
Less: Allowance for Doubtful Account                                --                        --

Inventories, at lower of
average cost or market                                         243,482                   313,842

Prepaid Expenses and Advances                                     (251)                    1,940
                                                             ---------                 ---------

TOTAL CURRENT ASSETS                                           258,175                   330,336

PROPERTY, PLANT AND EQUIPMENT,
 at cost

Laboratory Equipment                                           146,880                   160,980
Office Furniture & Equipment                                    73,392                    73,393
                                                             ---------                 ---------
                                                               220,272                   234,373

Less accumulated
 depreciation and
 amortization                                                 (218,576)                 (232,108)
                                                             ---------                 ---------

Total Property, Plant and Equipment - Net                        1,696                     2,265

OTHER ASSETS

Miscellaneous                                                    3,880                     4,080
                                                              --------                  --------

TOTAL ASSETS                                                  $263,751                  $336,681
                                                              ========                  ========
</TABLE>


The accompanying Notes are an integral part of these statements.


                                       12
<PAGE>


                       EXOTECH INCORPORATED AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS AS OF JUNE 30

<TABLE>
<CAPTION>
                                                                 2001                      2000
                                                                 ----                      ----
<S>                                                           <C>                      <C>
CURRENT LIABILITIES

Notes Payable and Current
 Maturities of Long Term
 Debt (Note 5)                                                 $411,126                 $403,223

Accounts Payable and Other
 Accrued Liabilities                                             10,391                   13,053
Accrued Payroll and Employee
 Benefits                                                        12,240                   45,016


Accrued Officer Salary and
 Benefits                                                       140,071                  140,072
Accrued Interest                                                244,036                  209,779
Deferred Revenue                                                  4,265                    1,400
                                                             ----------                ---------

TOTAL CURRENT LIABILITIES                                       822,129                  812,543

SHAREHOLDERS' DEFICIT

Common Stock, par value $.10 per share;
 1,500,000 shares authorized;
 970,135 shares issued;
 942,387 shares outstanding                                     97,014                    97,014

Paid in Surplus                                              1,169,645                 1,169,645
Accumulated Deficit                                         (1,712,617)               (1,630,101)
Treasury Stock 27,748 shares at cost                          (112,420)                 (112,420)
                                                             ----------                ---------
TOTAL SHAREHOLDERS' DEFICIT                                   (558,378)                 (475,862)
                                                             ----------                ---------

TOTAL LIABILITIES AND
 SHAREHOLDERS' DEFICIT                                       $ 263,751                 $ 336,681
                                                             ==========                =========
</TABLE>


The accompanying Notes are an integral part of these statements.


                                       13
<PAGE>



                EXOTECH INCORPORATED AND SUBSIDIARY CONSOLIDATED
           STATEMENTS OF CASH FLOWS FOR THE THREE YEARS ENDED JUNE 30

<TABLE>
<CAPTION>

INCREASE (DECREASE) IN CASH                                                     2001           2000          1999
---------------------------                                                     ----           ----          ----
<S>                                                                           <C>            <C>            <C>
CASH FLOWS FROM OPERATING TRANSACTIONS
--------------------------------------
Net Profit (Loss):                                                            $(82,516)      $  3,609       $ 31,494
     Add: Non Cash Income Determinants
     Depreciation & Amortization                                                   569          1,073          1,073
     Add (Deduct): Changes in Current Assets and Liabilities:
     (Increase) Decrease in Accounts Receivable                                   (982)        72,637        (51,358)
     (Increase) Decrease in Prepaid Expenses & Advances                          2,191          1,135         (2,460)
     (Increase) Decrease in Inventories                                         70,360         17,293          2,927
     Increase (Decrease) in Accounts Payable & Other Accrued Liabilities        (2,662)        (7,046)       (66,924)
     Increase (Decrease) in Accrued Payroll & Related Expenses                 (32,777)       (52,143)       (15,188)
     Increase (Decrease) in Accrued Interest                                    34,257         33,192         31,475
     Deferred Revenue                                                            2,865        (79,500)        80,900
                                                                              --------       --------       --------
Cash PROVIDED BY (USED IN) Operating Transactions                             $ (8,695)      $ (9,750)      $ 11,939
                                                                              --------       --------       --------

CASH FLOWS FROM FINANCING TRANSACTIONS:
---------------------------------------
Proceeds from Notes                                                             20,271         18,000         22,195
Payment on Notes                                                               (12,368)       (13,849)       (34,898)
                                                                              --------       --------       --------
Cash PROVIDED BY (USED IN) Financing Transactions                                7,903          4,151        (12,703)
                                                                              --------       --------       --------

CASH FLOWS FROM INVESTING TRANSACTIONS:
---------------------------------------
Purchase of Equipment                                                              --          (1,148)        (1,695)
Deposits                                                                           200           (200)         4,885
                                                                              --------       --------       --------
Cash PROVIDED BY (USED IN) Investing Transactions                                  200         (1,348)         3,190
                                                                              --------       --------       --------

INCREASE (DECREASE) IN CASH                                                       (592)        (6,947)         2,426
CASH BALANCE - BEGINNING                                                         1,921          8,868          6,442
                                                                              --------       --------       --------
CASH BALANCE - ENDING                                                         $  1,329       $  1,921       $  8,868
                                                                              ========       ========       ========

SUPPLEMENTAL INFORMATION
------------------------
Interest Paid                                                                 $    338       $     12       $  4,804
Taxes                                                                               --             --             --

</TABLE>

The accompanying notes are an integral part of these statements.


                                       14
<PAGE>


                       EXOTECH INCORPORATED AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
                     FOR THE THREE YEARS ENDED JUNE 30, 2001

<TABLE>
<CAPTION>
                                  COMMON STOCK
                               ------------------------                                                 TREASURY STOCK
                                               ($0.10)          PAID-IN        ACCUMULATED          -----------------------
                               SHARES         PAR VALUE         SURPLUS         (DEFICIT)           SHARES             COST
                               ------         ---------         -------         ---------           ------             ----
<S>                         <C>              <C>              <C>              <C>               <C>              <C>
Balance, June 30, 1998          970,135      $    97,014      $ 1,169,645      $(1,665,204)           27,748      $  (112,420)
Add (Deduct)                         --               --               --               --                --               --
Net Profit (Loss)                    --               --               --           31,494                --               --
                            -----------      -----------      -----------      -----------       -----------      -----------

Balance, June 30, 1999          970,135      $    97,014      $ 1,169,645      $(1,633,710)           27,748      $  (112,420)
Add (Deduct)                         --               --               --               --                --               --
Net Profit (Loss)                    --               --               --            3,609                --               --
                            -----------      -----------      -----------      -----------       -----------      -----------

Balance, June 30, 2000          970,135      $    97,014      $ 1,169,645      $(1,630,101)           27,748      $  (112,420)
                            -----------      -----------      -----------      -----------       -----------      -----------
Add (Deduct)                         --               --               --               --                --               --
Net Profit (Loss)                    --               --               --          (82,516)               --               --
                            -----------      -----------      -----------      -----------       -----------      -----------

Balance, June 30, 2001          970,135      $    97,014      $ 1,169,645      $(1,712,617)           27,748      $  (112,420)
                            ===========      ===========       ===========      ===========      ===========      ===========

</TABLE>



The accompanying notes are an integral part of these statements.



                                       15
<PAGE>


                              EXOTECH INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      DISCUSSION OF OPERATIONS AND REALIZATION OF ASSETS

For the fiscal year ended June 30, 2001, the Company had an operating loss of
$14,779. Operating profit was $35,914 in the prior year. The Company had an
operating profit of $67,032 in the fiscal year ended June 30, 1999. At June 30,
2001, all accounts payable were less than 30 days old.

The accompanying financial statements have been prepared on the "going concern"
basis of generally accepted accounting principles. The ability of the Company to
continue normal operations is dependent upon its ability to obtain the required
amounts of working capital to finance the existing contracts, to continue the
acquisition of additional contracts, and to pursue instrument sales at prices
sufficient to recover costs and some profits. Management believes that revenues
now being experienced, together with stringent control of costs and cash outlays
will provide sufficient cash to support its operations throughout the on-going
negotiations for new business arrangments for the current fiscal year.


At June 30, 2001, the remaining value (backlog) of existing sales contracts was
approximately $1,715

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS
The Company is a manufacturer of Electro-optical instruments. It performs the
research and development required for those products.

PRINCIPLE OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the
Company and its subsidiary, after elimination of all significant intercompany
transactions.

REVENUE ACCOUNTING
The Company records revenue earned based on shipments of units of its products.

INVENTORY
Finished goods inventory is stated on the basis of the lower of average cost or
market value.

DEPRECIATION AND AMORTIZATION
The Company uses a straight-line method of depreciation and amortization for
both tax and financial reporting purposes. The following time periods are used:



                                       16
<PAGE>


<TABLE>
<S>                                                                 <C>
     DEPRECIATION:
                Laboratory equipment                                5 or 8 years
                Office furniture and equipment                      5 years

     AMORTIZATION:
                Leasehold improvements                              Life of lease
                Patents                                             12 years

</TABLE>

Depreciation expense recorded in the consolidated statement of operations is as
follows: 1999 - $1,073, including amortization of patents at the rate of $928 in
1999, and $1,073 in fiscal year 2000 of which $610 is depreciation and $463 is
amortization. For fiscal year 2001 depreciation totaled $569; there was no
amortization. The Company's limit for capitalization of property and equipment
is $500 or more.

INCOME TAXES
Provisions for income taxes are based on pre-tax income reported in the
financial statements, using the guidance of Financial Accounting Standards Board
Statement No. 109 (FAS #109) "Accounting for Income Taxes." Differences between
income (loss) for financial reporting purposes and tax reporting arise from (a)
the capitalization and amortization of research and development costs for income
tax reporting purposes, but deducting these costs as expenses in the period
incurred for financial statement purposes; and (b) timing differences in
deducting net losses on contracts. There were no provisions for income taxes
required in the three year period ended June 30, 2001 due to the operating
losses and loss carryforwards for each of those years.

At June 30, 2001, the Company had net operating loss carryforwards of $760,150
which begin to expire in 2001. The Company also has incurred research and
experimental expenses of $183,368 in prior years that have been capitalized to
be amortized over a sixty month period for income tax purposes, but have been
expensed in the period incurred for financial statement reporting. While the
accounting standard allows companies to recognize a deferred tax asset on the
tax effect of these timing differences, the Company has provided a valuation
allowance for the full amount since it is more likely than not the deferred tax
asset will not be realized.

The approximate tax effect of the carryforward and temporary difference for
the three years ended June 30 consist of:

<TABLE>
<CAPTION>
                                                       2001                  2000                  1999
                                                       ----                  ----                  ----
<S>                                                <C>                    <C>                  <C>
Net operating loss carryforward                     $ 304,060             $ 265,894             $ 264,550
Deferred research and
         experimental expenses                              0                 5,160                15,480
Less: Valuation allowance                            (304,060)             (271,054)             (280,030)
                                                    ----------            ----------            ----------

Deferred Tax Asset - net                               - 0 -                 - 0 -                 - 0 -
                                                    ==========            ==========            ==========

Net (increase) decrease in
         valuation allowance                        $   33,006            $   (8,976)           $   15,763
                                                    ==========            ==========            ==========
</TABLE>


                                       17
<PAGE>


Following is a table reconciling the Company's accounting net loss or (income)
for each of the last three years ended June 30.

<TABLE>
<CAPTION>
                                                       2001                  2000                  1999
                                                       ----                  ----                  ----
<S>                                                <C>                    <C>                  <C>
Accounting Net (Income) Loss                          $82,516               $(3,609)             $(31,494)
Nondeductible expense                                      --                    --                    --
Research and experimental costs:
    Capitalized on tax return                              --                    --                    --
    Tax amortization                                   12,900                25,800                25,800
                                                      -------               -------              --------
Taxable Net (Income) Loss                             $95,416               $22,191              $ (5,694)
                                                      =======               =======              ========
</TABLE>

REPAIRS AND BETTERMENTS
Repairs are expensed as incurred. Betterments are capitalized and depreciated
over the remaining useful life of the assets.

ACCOUNTS RECEIVABLE
Accounts receivable consist of amounts billed from sales as of June 30, 2001 and
2000. There is no allowance for doubtful accounts as of June 30, 2001, as the
Company considers accounts receivable to be fully collectible.

CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, Management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

(3)      INVENTORY

Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                                 2001                         2000
                                                                 ----                         ----
<S>                                                            <C>                         <C>
                Raw Materials                                  $ 32,625                     $ 32,625
                Goods in Process                                196,857                      267,517
                Finished Goods                                   14,000                       14,000
                                                               --------                     --------
                                                               $243,482                     $313,842
</TABLE>

(4)      RESEARCH AND DEVELOPMENT COSTS

The Company's accounting policy is to write off research and development costs
as incurred. There were no R&D costs in the fiscal year 1999, 2000 nor in 2001.


                                       18
<PAGE>


(5)      NOTES PAYABLE

Notes payable at June 30, 2001, consist of three demand notes of $100,000,
$8,000 and $47,000 with interest at 8.5% per annum to three of the Company's
former directors. In addition, Notes amounting to $256,126 are payable with
interest at 8.5% per annum to one officer/employee.

<TABLE>
<CAPTION>
                                                                       2001                      2000
                                                                       ----                      ----
<S>                                                                  <C>                       <C>
Average* aggregate amount outstanding during year                    $402,993                  $387,141
Maximum amount outstanding during year                                411,126                   403,223
Average* interest rate on loans
outstanding at end of year                                               8.50%                     8.50%
Average* interest rate incurred
during the period                                                        8.50%                     8.50%

</TABLE>

*Average amounts outstanding during the year and related average interest rates
were determined from the average of the month-end amounts outstanding. The
average interest rate at each year-end was determined from the weighted average
of amounts outstanding at that time.

(6)      COMMITMENTS AND CONTINGENCIES

The Company received cash deposits from its subtenant of $2,100 as security on
the sublease. At June 30, 2001, the tenant had paid rent of $2,165 in advance.
This temporarily raised the balance of the liability to $4,265.

All operations of the Company and subsidiary were conducted in leased
facilities. In March 1990, the Company entered into a lease agreement for a
three-year period for the present facilities at 8502 Dakota Drive, Gaithersburg,
MD. This lease was renegotiated and extended in three year increments through
May 31, 2002.

<TABLE>
<CAPTION>
Non-Financing                              2002
                                          ------
<S>                                      <C>
Building                                 $30,873

</TABLE>

(7)      EARNINGS PER SHARE

Per share computations were based on the weighted average number of shares
outstanding during the periods, excluding options because the market price and
option price were the same.

(8)      SUPPLEMENTAL PROFIT AND LOSS INFORMATION

<TABLE>
<CAPTION>

DESCRIPTION                                              2001                  2000                 1999
-----------                                              ----                  ----                 ----
<S>                                                    <C>                  <C>                   <C>
Taxes other than income:
         Payroll                                       $ 3,305               $ 9,125               $11,299
         Franchise, Personal Property and
           other Miscellaneous                           1,407                   880                   873
         Rents, including equipment rental              29,156                42,634                42,318

</TABLE>



                                       19
<PAGE>


(9)      DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

No disagreements exist between Management and its independent public accounting
firm.

(10)     TRANSACTIONS WITH SHAREHOLDERS

Sales to a company owned by a shareholder aggregated $-0-,$-0-, and $87,361
(about -0, -0- and 11 percent, respectively, of total sales) for the fiscal
years ended June 30, 2001, 2000 and 1999, respectively. Sales were consummated
on terms similar to those prevailing with unaffiliated customers.

(11)     VALUATION AND QUALIFYING ACCOUNTS

The following is a schedule of Valuation and Qualifying Accounts:

<TABLE>
<CAPTION>

                                                                Additions:
                                                  Balance       Charged to                            Balance
                                                Beginning        Costs and                             End of
         Description                            of Period         Expenses        Deductions           Period
         -----------                            ---------        ---------       -----------          --------
<S>                                             <C>                <C>            <C>                <C>
Allowance for Depreciation:
  Year Ended June 30, 2001                        232,108              569          14,101            218,576

  Year Ended June 30, 2000                        231,498              610             --             232,108

  Year Ended June 30, 1999                        231,354              144             --             231,498

Allowance for Amortization
 of Patents:
  Year Ended June 30, 2001                         11,134               --         11,134                  --

  Year Ended June 30, 2000                         10,671              463             --              11,134

  Year Ended June 30, 1999                          9,743              928             --              10,671

</TABLE>


                                       20
<PAGE>


                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
               (a), (b), (e)

<TABLE>
<S>                                  <C>
NAME:                                ROBERT G. LYLE (72)
                                     President, CEO of the Company and
                                     subsidiary; Director.
Business experience
during past 5 years:                 Same as above, since 1977.
Other Positions:                     None.
Other Directorships:                 None.

-------------------------
NAME:                                THEODORE J. PARRECO (44)
                                     Secretary (1999-2001) and Director and
                                     Member of Audit Committee (1999-2001).
Business experience
during past 5 years:                 - President and Treasurer, James Parreco & Son Inc.
                                        Construction Equipment Leasing (1990-present)
                                     - Vice President, Indcom Land Inc. (1994-present)
Other Positions:                     None.
Other Directorships:                 None.

-------------------------
NAME:                                JOHN M. TALBOT (45)
                                     Treasurer (1999), Secretary (1997-1999) and
                                     Director and Member of Audit Committee
                                     (1997-2001).
Business experience
during past 5 years:                 - Senior Electronic Engineering Technician and Data Processing
                                     Supervisor (1987-2001). Electronic Technician and Computer
                                     Programmer (1979-1987)
Other Positions:                     None.
Other Directorships:                 None.

</TABLE>

-------------------------
Note: All terms expire in December, 2001

c.    Not applicable.

d.    There are no family relationships between any of the above listed
      directors and any other director or executive officer of the Company.

f.    None of the directors or executive officers have been subject to any
      bankruptcy or insolvency proceedings, criminal proceedings, or injunctions
      against dealing in investments during the past three years.


                                       21
<PAGE>


ITEM 11.       MANAGEMENT REMUNERATION AND TRANSACTIONS

               A.     No individual in Management received remuneration of
                      $100,000 or more. Officers as a group of three people
                      received no payments except for $2,020 in disbursements
                      for the group health and life insurance premiums for the
                      Chief Executive Officer. The total compensation for the
                      Chief Executive Officer in fiscal year 2001 was $2,020.
                      Mr. Talbot was elected to be Secretary and Director
                      subsequent to June 30, 1997 at no added compensation over
                      his salary as a full-time employee.

               B.     No annuity, pension or retirement benefits are proposed to
                      be paid to any director or officer in the event of his
                      retirement. No remuneration payments are proposed to be
                      made in the future, directly or indirectly, to any
                      director or officer by the Company or its subsidiary
                      pursuant to any existing plan or arrangement.

               C.     There are no fees paid to directors for services in that
                      capacity.

               D.     No officer, or director of the Company: (1) received
                      options during the reporting period; or (2) exercised
                      options during the reporting period, or (3) held options
                      as of September 1, 2001. The officers and directors of the
                      Company as a group did not: (1) receive options during the
                      reporting period, or (2) exercise options during the
                      reporting period, or (3) hold options as of September 1,
                      2001.

               E.     Termination of employment - the Company has no employment
                      termination agreements with officers or employees.


                                       22
<PAGE>


ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 14, 2001, the information with
respect to common stock ownership of each person known by the Company to own
beneficially more than 5% of the shares of the Company's common stock, par value
$0.10 per share, and of all officers and directors as a group:

<TABLE>
<CAPTION>

                                                    AMOUNT AND NATURE OF                            %
NAME AND ADDRESS                                    BENEFICIAL OWNERSHIP                          CLASS
----------------                                    --------------------                          -----
<S>                                          <C>                       <C>                     <C>
Carter C. Chinnis                             Of Record                 90,244
303 N. Vine Street                            Beneficially               1,200
                                                                       -------
Richmond, VA 23220                            Total                     91,444                    9.70

Robert G. Lyle                                Of Record                160,318                   17.01
41957 Brightwood Lane
Leesburg, VA 22075

Theodore Parreco                              Of Record                 44,100
PO Box 1357                                   Benefically                5,126
                                                                       -------
Upper Marlboro, MD 20773                      Total                     49,226                    6.27

Denzil C. Pauli                               Of Record                204,547                   21.70
13021 Bluhill Road
Aspen Hill, MD 20906

William T. Stephens                           Of Record                 96,449                   10.23
PO Box 1096
McLean, VA 22075

</TABLE>


Current officers and directors as a group own a total of 209,544, representing
22.24% of Common Stock.


                                       23
<PAGE>


ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               a.     Transactions with Management and others. The Company was
                      not a party to material transactions since the beginning
                      of its last fiscal year in which a holder of 5% of the
                      securities of the Company had or has a direct or indirect
                      material interest.

               b.     Certain Business relationships. None of the Company's
                      directors, executive officers, or nominees for director
                      have a working relationship with any of the Company's
                      vendors, customers or sources of working capital that
                      would be sizeable enough to generate a conflict of
                      interest or undue influence, to the best knowledge of
                      Management. William T. Stephens, is the Company's legal
                      counsel; however, revenue generated by services rendered
                      to the Company do not exceed 1% of that law firm's
                      revenues.

               c.     Indebtedness of Management. No director or officer of the
                      Company or any associate of any director or officer were
                      indebted to the Company.




                                       24
<PAGE>


                                     PART IV

ITEM 14.       EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
               FORM 8-K

A.      1.     LIST OF FINANCIAL STATEMENTS IN PART II OF THIS REPORT.

<TABLE>
<CAPTION>
                                                                                                         PAGE NO.
                                                                                                         --------
<S>                                                                                                      <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS......................................................  10
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE YEARS
 ENDED JUNE 30, 2001....................................................................................  11
CONSOLIDATED BALANCE SHEETS - JUNE 30, 2001 AND 2000....................................................  12-13
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
 YEARS ENDED JUNE 30, 2001..............................................................................  14
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
 DEFICIT - FOR THE THREE YEARS ENDED JUNE 30, 2001......................................................  15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..............................................................  16-20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 AND MANAGEMENT.........................................................................................  23

</TABLE>

Schedules other than those listed above are omitted for the reason that they are
not required or are not applicable, or the required information is shown in the
financial statements or notes thereto.

Columns omitted from schedules filed have been omitted because the information
is not applicable.

Individual financial statements of the Company are omitted because it is
primarily an operating company and the subsidiary included in the consolidated
financial statements being filed in the aggregate does not have minority equity
interests and/or indebtedness to any person other than the parent in the amounts
which together exceed 5% of the total consolidated assets at the date of the
latest balance sheet filed excepting indebtedness incurred in the ordinary
course of business which is not overdue and which matures within one year of its
creation, whether evidenced by securities or not, and indebtedness which is
collateralized by the parent by guarantee, pledge, assignment or otherwise.

A.      2.     PARENT AND SUBSIDIARY

        The Company has no parent. The subsidiary of the Company is:

               NAME:   EXOTECH RESEARCH & ANALYSIS, INC.

           STATE OF INCORPORATION:   DELAWARE

               SECURITIES OWNED BY THE COMPANY:   COMMON STOCK, 100%

        The foregoing is included in the consolidated statements of the Company
and subsidiary.


                                       25
<PAGE>


A.      3.     EXHIBITS

3.1 Restated Certificate of Incorporation of the Company which is hereby
identified as a BASIC DOCUMENT. The document was originally filed pursuant to a
Registration Statement (Form S-1) filed on November 8, 1968, and is incorporated
herein by reference.

3.2 By-Laws of the Company as revised amended on April 16, 1971, which is hereby
identified as a BASIC DOCUMENT. The document has been filed pursuant to FORM
10-K for the fiscal year ended June 30, 1971, and is incorporated herein by
reference.

3.4 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - EXOTECH SYSTEMS,
INC. changing its name to EXOTECH RESEARCH AND ANALYSIS, INC. certified by the
Secretary of the State of Delaware on the 12th day of August 1975, which is
identified as a BASIC DOCUMENT. The document was originally filed with the Form
10-K for the fiscal year ended June 30, 1976, and is incorporated herein by
reference.

3.5 CERTIFICATE OF OWNERSHIP AND MERGER merging EXO-REALTY, INC. into EXOTECH
INCORPORATED, certified by the Secretary of State, State of Delaware on the 28th
day of June, 1976, which is identified as a BASIC DOCUMENT. The document was
originally filed with the Form 10-K for the fiscal year ended June 30, 1976, and
is incorporated herein by reference.

4.1 Specimen copy of a certificate for the Company's common stock, par value
$.10 per share, which is hereby identified as a BASIC DOCUMENT. The specimen was
filed pursuant to a Registration Statement (form S-1) filed on November 8, 1968,
and is incorporated herein by reference.

4.1(a) Specimen copy of a certificate for the Company's common stock, par value
$.10 per share, reprinted due to exhaustion of the initial supply. This specimen
copy was identified as a BASIC DOCUMENT. This exhibit was filed with Form 8 for
the fiscal year ended June 30, 1975, and is incorporated herein by reference.


B.      No Form 8-K reports were filed in the fiscal year covered in this
        report.


                                       26
<PAGE>


                                    SIGNATURE


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of
1934, the Company has duly caused this amended Report to be signed on its behalf
by the undersigned, thereunto duly authorized.


<TABLE>
<S>                               <C>

  SEPTEMBER 25, 2001              BY:          /s/ ROBERT G. LYLE
-------------------------             ---------------------------------------
         DATE                         ROBERT G. LYLE, CHIEF EXECUTIVE OFFICER,
                                      PRINCIPAL ACCOUNTING OFFICER AND DIRECTOR




  SEPTEMBER 25, 2001              BY:         /s/ JOHN M. TALBOT
-------------------------             ---------------------------------------
         DATE                           JOHN M. TALBOT, TREASURER (PRINCIPAL
                                        FINANCIAL OFFICER) AND DIRECTOR




  SEPTEMBER 25, 2001              BY:        /s/ THEODORE J. PARRECO
-------------------------             ---------------------------------------
         DATE                         THEODORE J. PARRECO, SECRETARY AND
                                      DIRECTOR


</TABLE>








                                       27